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Compagnia Dei Caraibi
M&A Activity • Dec 14, 2022
4256_rns_2022-12-14_ec4496b0-9e0e-4a9d-8328-1863e55fa1ac.pdf
M&A Activity
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COMPAGNIA DEI CARAIBI ENTERS THE CAPITAL OF ELEPHANT GIN, A GERMAN SUPER PREMIUM GIN BRAND, FINALISING THE FIRST PHASE OF THE ACQUISITION
Vidracco (TO), 13 December 2022 Compagnia dei Caraibi S.p.A. Benefit Company (ticker 1TIME) ("Compagnia dei Caraibi" or the "Company") a leading company in the import, development, brand building and distribution of premium and over premium spirits, wines and soft drinks from around the world, as well as Italian craft beers, following the press release issued on 13 December 2022, through its subsidiary Refined Brands S.r.l., announces that today it has completed the First Step of the acquisition of Elephant Gin GmbH (the "Target"), a German company producing the well-known super premium gin.
The entry of Compagnia dei Caraibi - through its subsidiary Refined Brands S.r.l. (hereinafter referred to as 'RB') - in the share capital of Elephant Gin GmbH by means of a capital increase for 2.1 million euros, bringing the Company to hold a 13.47% stake in the share capital of Target (hereinafter referred to as the 'Au Cap First Step'). The simultaneous purchase by RB of a further 11.82% shareholding for an equivalent value of 1,844,262 euros, thus reaching a total shareholding of 25.29% of the share capital of Target (hereinafter referred to as the 'First Step Acquisition').
The acquisition of Elephant will significantly speed up the process of globalisation, especially in Northern Europe and America, also thanks to the addition of 22 resources to the Group, in addition to the founders Robin and Tessa Gerlach, who will continue to lead the development of Elephant Gin GmbH.
Leveraging the assets and product range of Elephant Gin GmbH, Compagnia dei Caraibi will enter the world of direct artisan gin production through a proprietary distillery, located in Wittenburg, which is currently under construction and expected to be fully operational by the first half of 2023.
The total investment for the purchase of 100% of the shares in Target amounted to 15.6 million euros.
The transaction structure involves: i) by 30 June 2023, the acquisition of a further 26.28% stake for an equivalent value of 4,098,360 euros. Through the execution of the 'Tranche 2023', Compagnia dei Caraibi through RB - will thus own 51.57% of the share capital of Elephant Gin GmbH; ii) by 30 June 2024, the acquisition of the remaining 48.43% stake will be realised for an equivalent value of 7,553,688 euros ('2024 Tranche'), resulting in the acquisition of the entire share capital of Target.
For more information on the structure of the Transaction, refer to the press release issued on 13 December 2022.***
This press release is available at www.compagniadeicaraibi.com (Investor Relations/Press releases section) and at
Compagnia dei Caraibi S.p.A. Società Benefit
Sede legale: Via Marconi 8 – 10080 Vidracco (To), Italia Sede operativa: Via Ribes 3 – 10010 Colleretto Giacosa (To), Italia Sede operativa: Corso Vittorio Emanuele II 74 – 10120 Torino, Italia Capitale Sociale Euro 5.000.000 i.v. REA TO1095925 P.IVA e Cod. Fiscale n. 09971520011
Codice dest. SDI A4707H7
compagniadeicaraibi.com elementoindigeno.com
e-mail: [email protected] pec: [email protected]
Compagnia dei Caraibi (ticker: 1TIME, ISIN: IT0005453235) is a company founded in Vidracco (To) in 2008, which imports and distributes spirits, wines and soft drinks from all over the world including rum, gin, vodka, whiskey, tequila, sodas, waters, champagne and craft beers. The portfolio consists mainly of 'Premium' and 'Super Premium' products. Today, Compagnia dei Caraibi, whose real roots date back to 1995, is one of the most dynamic players on the market, with a rapid and constant growth and a catalogue numbering over 800 references imported exclusively in Italy, including some of the trendiest brands on the market, such as Rum Diplomático, always present in the Top 5 Trending and Best Selling Brands list, Rum Plantation, also listed among the Top 5 Trending and Best Selling Brands and Gin Mare, one of the most popular premium gins sold in Italy. Compagnia dei Caraibi has also always been committed to the community and working to improve the environment. At the base of Compagnia dei Caraibi's choices is the conviction that loyalty, honesty and sharing of ethical values in the business world create wealth and added value both for the individual and for society.
For further information
Compagnia dei Caraibi: Investor Relator Fabio Torretta +39 0125 791104 [email protected]
Chief Communication Officer Diana Lisci +39 347 9745616 [email protected]
Euronext Growth Advisor Illimity Bank +39 02 82849699 [email protected]
Disclaimer
This press release contains forecasts and estimates reflecting the Target management's current views on certain future events. These forecasts and estimates include, but are not limited to, all information other than factual data, including, without limitation, that relating to the Target's and the Group's future financial position and operating results, strategy, plans, objectives and future developments in the markets in which the Group operates or intends to operate. Forecasts and estimates are based on information available to the Target and the Group as of today, and are based on basic assumptions; therefore, forecasts and estimates are only valid as of the date of this release. There can be no assurance that these future results will be achieved; actual events may differ materially due to the risks and uncertainties faced by the Target and the Group, which could cause actual results to vary materially from the future results indicated, expressed or implied in the forward-looking data. In view of these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking information as a prediction of actual results. Except to the extent required by applicable laws and regulations, the Group expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in its expectations or in the events, conditions or circumstances on which such estimates and forecasts are based, and the Group expressly disclaims and assumes no responsibility or liability for any inaccuracy in any of the estimates or forecasts in this release and any related presentation made orally, including any use by third parties.
Compagnia dei Caraibi S.p.A. Società Benefit
Sede legale: Via Marconi 8 – 10080 Vidracco (To), Italia Sede operativa: Via Ribes 3 – 10010 Colleretto Giacosa (To), Italia Sede operativa: Corso Vittorio Emanuele II 74 – 10120 Torino, Italia
Capitale Sociale Euro 5.000.000 i.v. REA TO1095925 P.IVA e Cod. Fiscale n. 09971520011 Codice dest. SDI A4707H7
compagniadeicaraibi.com elementoindigeno.com
e-mail: [email protected] pec: [email protected]
